Company Law and Business Transactions
The Companies and Associations Code (CSA)
The 2019 CSA governs companies. Master: the legal forms (SRL/BV, SA/NV, SC/CV, partnership, foundation), the SRL's flexible capital and protected shares, the SA's capital and governance, the role of the notary in incorporation and amendments, and the liability of directors. Understand the shareholders' agreement, the transfer of shares, and the rules on conflicts of interest and related-party transactions.
Traps
- SRL vs SA: the SRL abolished capital in favour of a protected net-asset test; the SA retains capital. Questions swap the regimes.
- Notarial involvement: incorporation and statutory amendments require a notarial deed; a private deed is insufficient.
- Directors' liability: tests distinguish liability toward the company, toward third parties, and toward creditors in insolvency.
- Conflict of interest: the procedure differs by form; the SRL's rules are lighter.
- Share transfers: check statutory restrictions and pre-emption clauses.
Rule of thumb
For any corporate transaction, identify the form first, then the organ competent to decide, then the formalities (notarial deed, publication in the Moniteur belge). Most errors come from applying SA rules to an SRL or vice versa.
Worked example: An SRL wants to amend its articles to add a pre-emption clause. The amendment requires a notarial deed and publication; a unanimous shareholders' resolution alone is not enough. If the clause restricts transfer, check the protected-share regime and the formalities for enforceability.